A Second Chance
by The New Creed
Summary: Set after Peter has died in the Ultimate universe. Peter is offered another chance to be Spider-Man in a new world. Facing new challenges and meeting new friends, he has a real chance to shine as the web swinging hero.
1. Rebirth of a Hero

**A Second Chance**

**Disclaimer: I do not own any products from Marvel, they own that stuff.**

**Author's Notes: This is the revised chapter for my story. I will try to update this story more often and would like to thank the readers for sticking with me during this story. I would also like to apologise again for starting this story again and hope the new version can live up to your standards.**

**This story happens after Peter has died in the Ultimate universe and two years before the YJ show.**

* * *

Darkness. That's all he could see.

Calm. That's all he could feel.

He so badly wanted to let the feeling consume him. But something was holding him back. Like there was something he had to do and finish.

"Peter. You need to wake up now." A soft voice call out to a teenager dressed in a red and blue spandex with black web design on the torso. It also had a black spider on the chest and another spider on the back. Peter opened his eyes to a room that was surrounded in darkness. He sat upright and looked around to see if anyone was there. To his surprise there was no one there that he saw but felt a presence watching him as he laid there.

"Who's there and where am I?" Peter asked the darkness.

A figure formed in front of him making him jump back out of surprise. When Peter looked at the figure, he took in her image. The woman in question was a strawberry blond woman of about 5'9, 5'10 wearing red glasses, coat and boots. She came to him and offered her hand to help him up. Although dubious at first, Peter found that his inner voice was telling him to trust this person's gesture. When he got to his feet he asked the first question that came to his mind.

"What is going on?" The woman just seemed to smile at the question that confused Peter even more than when he woke up.

The woman started to walk away and signalled Peter to walk with her. "You have asked a broad question that has many answers. Which would you prefer? The answer that is easy on you or the truth?"

"Um… how about the truth. It would make a nice change of pace and I would really appreciate it once in a while." The woman lets out a chuckle and turns her head to smile at him. "But let's start with the obvious. Who are you and where are we?"

"Pretty hard to get more obvious than that. We are in a plane where there is nothing either living or dying. I think you would call it Limbo or Purgatory. It doesn't matter at the moment, what matters is where to go from now." Then out of nowhere a table with chairs appeared and she sat in one chair and signalled for Peter to take the other.

Peter eyed her curiously and took the seat. He waited for her to answer his questions. "We are here to discuss if you want a second chance to be a hero. A second chance to live."

"You mean I actually died! I thought that it was just a very, very bad nightmare. Crap, what is Aunt May going through? She must be devastated. And MJ, we just got back together as well. Send me back!" Peter told the woman in red. She just looked at Peter through her glasses and had a hint of sadness in her body language.

"I am sorry Peter; we cannot send you back to your world. The balance would be upset. But we have found a different solution. That is, if you are willing to go thought with it."

"What!? What balance? I want to go home!" Peter was starting to get angry at the lack of answers.

Madame web took a deep breath and started to explain why he couldn't go home. She explained that he had already died and to bring him back would affect not only his universe but every universe with other spider powered people as well. She mentioned that despite his hardships and negative media that he has received during his time, people still looked to him as a hero, a shining light to repel the darkness.

Peter took a few minutes to take the information in. It was a lot to deal with especially the destruction of a lot of universes. "That's….wow. That's a lot to take in." Peter took a deep breath and continued talking. "People actually like me now. All it took was for me to die. Should have known."

"So, what now? I imagine that me being dead, I presume Jessie took over the mantle of protector of New York. Wow, still can't believe I am dead. It just sounds weird saying it out loud."

"Peter, I know you are confused about your passing but Spider-Woman did not take up your mantle. A young man by the name of Miles Morales took your position. He is doing it in your name and honour. He is New York's new Spider-Man."

"WHAT! What do you mean he is the new Spider-Man? I thought I was the only one bitten by that spider."

"You were but there needed to be another spider in your world and Miles took up the mantle. He was tormented with grief for not being able to save your life when he had the chance. Do not be angry with his decision Peter and although he is the current Spider-Man in your world, you are remembered as the original Spider-Man. You are remembered as a hero to thousands of people and they will always be grateful to you and for what you stand for."

"How can I not be angry? Here I died and some punk comes along and decides that he should be Spider-Man. How do you call that justice?" Peter yelled at the woman.

"Do not be quick to judge. Do you remember the first time you judged the Kingpin and what was the outcome?" Peter looked down in shame of the moment he took size and weight for granted. "Anyway, he has taken the mantle in your honour. If you saw him, I think you would be proud of him. I even believe you would give him you blessing to carry the mantle of Spider-Man," the woman gave a knowing smiled at Peter.

"I hardly believe that."

"OK, I have to deal with the fact that I…died…later but there is still one question you haven't answered. Who are you?"

"My apologies, the name you will know me as is Madame Web. I should have told you sooner. I also feel that you have other questions so ask away."

"Yes there is, you made it pretty clear that I cannot go back home and by me being here you also want me to live so the question is what is going to happen now? What is going to happen to me and where am I going to go? Also, what do you mean by this dimension? Are you talking about alternate realities? Are you sending me to an alternate universe?" Peter was asking questions hoping to get some form of answer but to his surprise Madame Web just smiled and stood up.

"Come with me, there is another being we are going to talk to. It has also been watching you and your actions. It was with their help that you are getting this resurrection. You will not know the being in question but it knows of you all too well." Madame Web started walking away with Peter following.

"Can we not call it a resurrection; I'm still uncomfortable with the whole dying and coming back to life thing. Let's call it relocation? Sounds better and its more manageable." Peter continued following Madame Web then all of a sudden the place they were in turned into pure white like they walked into another room. "So, who is this mystery person anyway?"

"That would be me young Mr Parker. And I am not a person." A voice spoke startling him. Madame Web stopped and turned to Peter. Then a figure appeared next to her and looked at Peter. To say Peter was awed at the being was an understatement. It was wearing gold body armour with a blue circle in the middle of its chest (like Stark's Iron Man armour). But what really stood out was that this being had three heads. Two of the heads were wearing purple hoods that covered their faces and the last one was wearing a purple hood on its head and it was this head that was looking right at him with its glowing eyes.

Peter stared at the being. Did I mention that its height was over 30 feet tall? Yeah, Peter was speechless. The only thought going through his mind was 'What have I gotten into?'

"You have gotten into a second chance. One not everybody gets so you can count yourself lucky." When it spoke, it spoke with an unmatched power and authority. Then his mind stating to realise that the being in question had answered the very question going through his mind.

"Did you read my mind? And the more important question, who are you and how are you involved in all this?" Peter asked the being.

"I am responsible for this second chance you are getting at life. As you are aware, you cannot go back to your universe but I can send you to another. Where you reach your potential and help keep balance as the place I will send you will need you. Do you accept?" The figure asked.

Peter contemplated what he asked and what he talked about. It sounded like something bad was going to happen. He was going to ask a question to this 'keeping the balance' was but asked another question. "Who are you? You know who I am but I don't know who you are."

"I am the Living Tribunal. I maintain the balance of the universe. All universes." The Living Tribunal answered and Peter could have sworn he heard an echo. But this being who watches all universes wants to place him away from home. Away from Aunt May. Away from MJ. He was saddened by this fact.

"What has happened to everyone I cared about? Everyone I loved?" Peter asked the two beings.

"They have taken your death hard but have moved on. For you to return would only serve to break them. I have seen the place the Living Tribunal wants to send you to and it looks like it can use your help." Madame Web answered.

"How long have I been dead? If you said they moved on, then some time has passed but how long?" Peter asked the two beings.

"You have been dead for a year in your home universe," the Living Tribunal answered as Peter's eyebrows shot up.

"That means I am 17 years old. I missed a whole year cos I died." Peter spoke more to himself than the other two but got an unexpected answer from the Living Tribunal.

"No, you are 14 again. I have made your body as it was when you were first bitten for you will need it in the days to come. Many innocents will be spared if you accept the destination I have chosen for you."

The last part had caught Peter's attention. 'What is this thing they keep saying that innocents will be spared?' He thought about the question and thought back to his Uncle Ben. 'With great power, comes great responsibility. If there is some event that will take place killing innocent lives, then it's my responsibility to save them.' Peter looked at Madame Web before he asked a question, "Why me? Why did you pick me?"

Madame Web was caught a bit of guard by this question but answered it, "You are the only one who can carry the great responsibility."

With those words Peter nodded and accepted the offer to return to life in a different universe.

"Good. You are lucky that I gave you a choice. Otherwise I would have made my decision and you would have to face the consequences alone," the Living Tribunal said to Peter. All Peter could think of was, 'Lucky me.'

"You make it sound like you are most powerful being ever," Peter said trying to relax a bit by throwing out a joke.

"I am not the most powerful, there is still one other," the Living Tribunal spoke as he took the two to a different universe.

'Second most powerful; and the most powerful is someone else. What have you gotten yourself into here Parker?' Peter though nervously after hearing the confession. The next thing he knew, they were standing on a skyscraper in New York where it was night time.

Peter looked at the Living Tribunal and at Madame Web.

"Take care Peter." With that, the Living Tribunal left in a flash of light.

"I am sorry Peter. You will not find your love ones here. And yes, this a New York, but not yours as you can see the difference," Madame Web said sensing Peter's thoughts. She then approached Peter and gave him a hug. A sort of hug a mother gives to a child. She broke away and handed him a backpack that had some items inside it. "Know this; I will always be watching and, when you most need it, helping you in this uneasy but wonder life of yours." She then vanished into this air.

It was only now did he have a look at what he was wearing and it seemed to be civilian clothing. He was wearing a t-shirt, pair of jeans, a jacket and a pair of trainers that were looking worn out.

He looked out at the city using the time to think about everything that was said to him and his role. He then made his way down the building and decided to wonder around and see what was different about this city from the one he left behind.

A couple of hours passed while he was walking through the city. It all felt weird to him as when he passed certain places his mind flashed back to when New York was attacked by Magneto, walking down a street with his friends, where he use to take trips with his Uncle and Aunt. He hadn't thought about all this in a while and he was feeling a bit sad. It turns out that being Spider-man and helping the city didn't leave much time for personal time.

When he felt hungry, he fished in his pockets and found a note with some cash. The note said, 'Courtesy of Madame Web'. His first though was 'Seriously?' his second was 'Thank you Madame Web'. He was walking on a street when he heard a yell coming from a car park. 'Seriously, this place is just as bad as my one. Might as well have a look; great responsibility and all. _Sigh_' Peter ran in the direction and came across 3 guys trying to rob a man. It turned from robbery to assault as he was not going down without a fight.

He was fighting one of them but he was out numbered. One of the guys pulled out a knife and was about to stab him. This is when Peter decided to react. He ran forward and tacked the man from behind bringing them both to the floor and making the man drop his knife.

"What the hell? Who is that kid?" a second guy asked as he saw his friend go down. The other two guys now focused their attention of Peter and ran at him.

**Spider-sense**

Peter looked up to see two guys running at him. He got up and waited for them to get close to him. The first guy swung in a punch that was dodge but the second guy came in with a kick that Peter managed to bend backwards to. He then delivered his own kick to the second guy and turning to the first to punch him on the jaw knocking him out. When Peter looked up he saw the guy he tackled on his feet and rearmed with his knife.

"Hi, I seem to notice that you are mugging that man," Peter spoke as he eyed the men. "Could you please not and go away or is that too many words for you. How about something simpler: go away." The knife wielding man got angrier at Peter's insult. He ran to Peter and attempted to stab him but with his superior speed, he was able to dodge the blow. Peter then grabbed his wrist and flipped him over and disarmed him.

But before he could deliver the knockout blow the second guy swung in a punch that was easily dodged. Then he was pulled back by the man Peter was supposed to be saving. The knife wielding man got up and started to swing his knife at him again but Peter ducked under one swipe and gave him a uppercut that knock him out cold. When he looked up to see the supposed victim, he was standing over another unconscious body breathing heavily. Peter raised his arm after taking in a couple breaths himself to acknowledge that he was fine and the man did the same.

He finally got a look at the man. He was Caucasian who was bald with moustache. But his face had a stern look to it but also a calm vibe. He was wearing a white shirt, jacket and a pair of trousers. He looked like he was in his late 40's. Peter was still surprised to see him take out two guys while he only took out one. What was wrong with him? These guys were easy for him but here he was having a hard time fighting them. Like his powers were somehow disappearing. He was broken out of his thoughts by the stranger he was supposed to rescue.

"You got some moves kid. Where did you learn all that?" he asked. From the accent, Peter had to guess he was from Eastern Europe. He hadn't had much experience with people with accents to tell where they were from.

Peter merely shrugged his shoulders, "You got to learn to defend yourself in this city. Who knows what might happen?" He was starting to smile a bit and man produced a small smile of his own.

"So kid, where do you live? I can drop you off," he asked after catching his breath. Peter looked at the man and the thought just occurred to him of where he would stay. This wasn't his world or his city. And if what Madame Web had said was true, then he had nowhere to go. He looked around trying to think of an answer.

"I live some…where quite far from here. I doubt that you would want to take me there. It's not that long of a walk and I can handle myself as you can plainly see. And it's not safe here so we should…" Peter started to ramble on a bit but he caught on quite quickly. Just then Peter started to run away from the man. He heard shouts but ignored them. He didn't want anybody to know who he was. He just ran and ran until he came across some warehouses. He stopped to look around and found that there were no people near him except for a few homeless people.

Peter let out a yawn acknowledging to himself that he was a bit tired and needed rest. He eventually made his way inside one of the warehouses that was abandoned and rested for a few minutes. It was then he decided to check inside his bag and see what Madame Web had given him. He first pulled out an envelope that had $2000 in it that also came with a note. It said: 'This should help you get started'. Peter didn't know what it meant but thought about it later as he put it down. Next he pulled out a black piece of fabric. Once he opened it up he found it to be a suit, more specifically his old Spider-Man suit. It came with a box with a pair of web shooters and more web cartridges. When he pulled out the mask he was surprised to find another note inside it.

"The woman must love these notes if she keeps giving them to me," Peter said to himself as he opened the note and began to read it out loud.

"Yes I do." Peter read it again and chuckled as he finally realised that Madame Web knew everything he was going to do and say. He then continued to read the note. "Anyway, this suit should help you on your path. Good luck." And that was the end of it. He put the money and the suit back in his bag and put it to one side. What was more important on his mind was the fact that he was a noticeably slower and weaker than he had been since the spider bite. He would think about it later as he was feeling more tired by the minute. Apparently coming back from the dead can really knock you out. He then laid his head on the bag and used it as a pillow to sleep on. This was uncomfortable but if his time as Spider-Man thought him anything was how to survive.


	2. The Balance

**AN: Hey guys, I'm back again with another new chapter. I would like to say to everyone who thought that the story didn't needed changing, I felt that Peter living on the streets would make him a more distrusting person. It will all come together when he meets The Team (not for quite a while as stated in my AN last chapter). **

**Disclaimer: As I have said before, I do not own anything from Marvel or DC. Disney and WB own it respectively. **

* * *

**8 Months Ago**

Looking over the city were two figures. They were watching everything that transpired in the city and everywhere else that mattered. One was Madame Web and the other was the Living Tribunal. They had just appeared as they wanted to talk.

"Did you have to bring him?" Madame Web asked turning to the Tribunal. "Out of everyone, you had to pick him. I cannot tell what will happen if they meet. There are many possibilities. Why him?" Madame Web whispered the last part.

"When you came to me and begged for young Peter to continue living his life," the Living Tribunal answered emotionlessly, "I said that a balance must be kept. You understood that and even agreed to it. You can be upset about the choice I made but don't expect me to change it. I may not be happy that he is alive but I do not serve myself. I serve the balance. And the balance must be **kept**."

"I am not asking you to change it; I am just asking why you have picked him instead of someone else. Surely you could have picked anybody else instead of that monster?" Julia was becoming more concerned as she thought about said person. It wasn't fair for Peter to live through this but knew he would survive, but in what state. There were too many possibilities. "I fear that his presence has shifted patterns in the web. There are changes that I did not anticipate."

"Every action has a reaction. Didn't your predecessor teach you this?" the Tribunal almost sounded condescending. "You have little faith in your child. Maybe I shouldn't have bought him back at all if you are going to act like this."

She glared at the Tribunal, "You know what happens and how this will affect Peter. I do to but I have to look at other possibilities as well. The web is always shifting and changing but Peter has always remained a constant. I pray he will always be one."

"Have faith in him. He still has to face everything that has yet to be thrown his way. And don't worry about me putting too much stress on him, I will allow some moments of joy in his life. That is all I will say." And in a flash of blue light, the Living Tribunal was gone leaving Madame Web alone.

Standing alone, Julia couldn't help but look at the city and keep an eye on Peter. "I hope you are strong enough Peter, I will be watching all the time." After that, she faded away from view.

* * *

**Somewhere else**

In a dark alley at a dead end a man was opening his eyes to the city around him. It was dark and there was nobody around he could see. He looked around and found that he was in a t-shirt, pair of jeans and a pair of shoes. He stood up and tried to gather his thoughts.

'Where am I? I…died didn't I?' After walking until he exited the alley, he saw where he was. 'I am in New York. Does that mean that I actually died?" He was bought out of his thoughts as he heard gun fire. He whipped his head round to the direction it was coming from and carefully approached the noise. He was surprised to find that there were a few cars on the otherwise deserted street. He approached the area where the gun shots were heard and looked around for a while. He heard the number of shots being fired was getting fewer and fewer. Meaning that whatever was going down, it was coming to an end. A moment later two men came out of the door.

One was wearing a black suit, white shirt and a black tie. He acted like an ex-military. He looked like he was a bodyguard. He was probably in his late twenties. He was holding sub machine gun firing to keep another man safe, who was his boss.

The other man was probably mid-to-late forties. There were signs on his face with a few wrinkles. He was wearing a three piece blue pinstripe suit with a white shirt and red striped tie. He also had a hand gun in his hand and was firing to keep himself safe from the bullets that were firing from where he just came from.

"We got to get back to base!" the bodyguard shouted to his boss. "We're outnumbered!"

"Where did the other guys come from, that's what I want to know?" the boss shouted before he ran towards the front car. It was during this that the boss bumped into the strange man and pointed his gun at the guy's head. "Who are you? Are you with them?" He shouted to get some sort of response.

The man looked at the boss and took in his features. He had brown eyes and black hair. The man took in a breath and answered calmly, "Take that gun out of my face and point it at the people who are shooting at you. I am not with them, whoever they are. And as for who I am, is of no use to you." He then ducked as a fresh barrage of bullets came their way.

"Frank! Frank where are you?" the boss shouted only to get a groan in response. The two men turned their head towards the noise and found Frank covered in blood as he was shot multiple times. He then lay still as death claimed him. The boss turned to the man he bumped into and looked him dead in the eyes. "You want to prove you're not with them, get me out of here!"

The man nodded and ran for the front car. He got in trough the passenger's side and hotwired the car. He then honked a few times to get the attention of the boss. The boss then ran to the car and got into the passenger side. As soon as he got in, the car raced away while still being shot at. After turning a corner, they were free of the gun fire. The boss then closed the door and took a deep breath at having survived an ambush. He turned to his saviour and spoke his mind.

"Thanks man. If you weren't there, I would have died," he looked down to his gun and back up to the man. "It does raise a good question," he raised his gun to point it at his driver. "What where you doing there in the first place and how do I know you ain't going to turn me over to them?"

The diver glared at his passenger before returning his eyes to the road. "Just be glad that I saved you. I have no idea who you were running from and to be honest I don't care. I just didn't want to be shot at."

The passenger looked at his saviour and though about something, "Head to Battery Park, I have a safe house there. I'm surprised to have not recognised me by now. Do you know who I am anyway?"

"No. And I don't really care anyway." That was partially true, he didn't know the man but he seemed important if people wanted to kill him so he hung around to see what he could learn. "Do you know who I am? Do you recognise my face from somewhere?" He asked hopping that he would go unnoticed. He didn't want to have to kill his passenger. He could be important in the future and he wanted to learn a few things first.

The passenger looked at the driver closely and shook his head, "Nope, never seen you before." The driver was relieved and annoyed.

_'He doesn't recognise me. That could work in my favour. Still he doesn't recognise me!' _He looked at the man and asked his name.

"My name is Ishmael Gregor. I work for someone powerful and he would want to know about this. And you." The man just looked at him before giving his name.

"Name is Norman Osborn. I look forward to meeting your boss."

"Oh he will want to know about you to."

They both had a double meaning and both knew it. But they were both caught up in their own thoughts that they didn't pay much attention. Osborn thinking of something and Gregor thinking of something else.

It was a long drive to the safe house.

* * *

**The Present, Location Unknown**

A bald man sat in his safe house with a knife in his hands. He was in the process of opening an package that had arrived for him that will help him in the long run. He was chosen by his boss to be his newest enforcer. He was told that with him and what he was getting, there would be nothing that can stop him. He smiled at that statement. He opened the package and was surprised to see a briefcase and a cell phone. Suddenly the phone began to ring with the word boss on the caller ID. He picked it up and answered it.

"Yeah boss?" the man spoke with a rough voice. "What do ya what me to do wiv it?" He opened it up and found a suit with some weird gauntlets on it. He listened to what was expected of him and hung up. He smiled as he to what he was going to do. If it went right, he would hit the big leagues.

"Don't screw up Williams. You're now making a name for yourself. Remind the bosses why they picked you instead of those other losers. Lets go make history."

* * *

**And there's the new chapter.**

**And Osborn's back. I will bring in another character from Marvel but have DC origins. That way the balance is kept. Anyway, hope to have enjoyed it and please review. People need motivation to keep going. Life is hard.**


	3. Making a Name

**AN: Hey guy's I'm back with another new chapter. I have had some fun working this chapter and I have taken up bringing some Spidy villains over to DC. They will be DC creations (I will make them from people that exist in the DC verse) and give them a name. Also, what do you guys think about Doc Ock? He won't be Octavius but someone else. I was thinking of it based on 616 but give me ideas. I want to hear from you guys.**

* * *

**Streets of New York**

A van was making its way to a location only know to the driver. Williams sat in the back ready to jump at a moment's notice. He was excited at being the first one to field test his new outfit. It was a yellow and brown full body suit with a yellow mask that had black lines on the yellow parts going in a crisscross pattern throughout the whole thing. It was meant to protect him from the recoil of the weapons on his wrists and bullets the cops would fire at him in an attempt to stop him. The suit was only bullet proof for small calibre bullets meaning he had to move fast and hard.

Williams had tested them and when he saw the results, he had a smile on his face for the whole day. Now he was on his way somewhere the boss said that needed to be destroyed. He didn't mind, with his new weapons he was unstoppable.

"30 seconds Trey. Don't f**k this up," the driver called out. Trey nodded he head in acknowledging his warning. The boss didn't like things to go wrong.

He prepared himself by putting on a trench coat to hide until he got inside, then he will casue mayhem.

_SCREEECH. _The van came to a stop and Trey got out with his mask in his pocket. He didn't want to attack any unwanted attention until he started with the deed. Trey looked at the building he was told to bring down. It was a 20 story building that had the first couple of floors as a bank.

He would only need minutes to complete if his predictions and what the bosses had said was true. He made his way inside and was greeted with a bank lobby. It was big with lots of space and many cashiers' desks. He made his way to the restroom keeping an eye on the security around the area. There were quite a few who wore serious expressions on their faces. Fortunately for him, they were only armed with standard 9mm meaning nothing was going to stop him.

Once inside the restroom he pulled out his mask and wore it. He hit a button on his gauntlets that gave a low hum singling they were ready for use. He went back outside and raised his arms and fired a huge sonic wave at a wall making a hole that lead to the road. Everybody inside looked at him with shock and awe. The security was only surprised for a second before they reached for their guns and pointed them at him. He now had 5 guards pointing guns in front of him with another 3 on the floor above. He was sure they had more guys with bigger guns so he was in no time to wait around.

"Freeze or we will shoot you!" one of the guards shouted. Williams smirked a little and pointed his gauntlets at him and fired. There was another guard next to him so when the sonic wave hit, it flew both of them into the other side into the wall. The speed at which they hit left little doubt they were dead.

"Anybody else wanna tell me something? How about you or you," he shouted to random people and guards. They were in shock at what he had done to two guards. Their companions didn't take to kindly to that and started shooting at him. Trey laughed and fired sonic wave after sonic wave until there were no more guards. "Time to bring down the house," he muttered to himself before he fired more random shots in an effort to bring down the building.

* * *

**Above New York**

Peter had been alive for over a month and was taking up vigilantism again. He had kept out of the spotlight hoping he would go unnoticed but knew that eventually he would have to reveal himself to the world. From the papers and gossip on the streets was that there were other heroes in this new world and they came together forming the Justice League. He thought they were pretty similar to the Ultimates. But unlike the Ultimates, the Justice League did not answer to any government agencies and were independently funded. Peter found that to be an advantage as there was no one going to strong arm him into joining anything if he didn't want it.

_'Unless they actually strong arm you into joining something, Pete.' _He mentally groaned at that thought and half expected Nick Fury would show up when he awakes and says what he always says.

"Kid, when your 18, you will work for me." He chuckled at that threat Fury handed him. Well it wasn't so much as a threat but a future plan.

There was also another rumour going around in the underground that there was someone attacking the gangs. Apparently, they are attacked without mercy and the people responsible leave only corpses. He would have to look into that later when it was safe to enter the crime scenes when the cops had moved on. _'I wonder if they would still shoot at me in this world. I hope not, Madame Web said I would be appreciated as a hero here. That doesn't mean everyone will like me.' _

He was bought out of his thoughts by a loud explosion. He was surprised and saw smoke rising from a distance not too far from his current spot. He also heard a loud noise that sounded like something big was happening.

_'What's going on? Doesn't seem natural and the smoke indicates that something was destroyed. Better observe and stay hidden before having to reveal myself. Hope nobody is there and in danger when I get there.' _Peter jumped of the building and fired a web line at another building swinging to the scene. He only had to travel a short distance before he arrived at the scene of the destruction. He saw that there was a hole in the building thinking it was some sort of explosion. That was until he heard more sounds similar to the first one he heard. _'What is causing those noises? I may have to investigate myself if it gets out of hand. The cops should be able to WOAH…' _He saw another part of the building get blown out and this happened for a few more times before it receded but some damage was still going on evident by the continual smoke, people and noise coming from the building.

"I have to get in there. Whoever is doing this could bring down the whole building and who knows how many people are still inside." Peter jumped of the building and swung into the building through one of the holes created by the mystery attacker. Once inside, he was hardly surprised to find it a bank but confusing as to why someone would like to destroy it. He landed on the ceiling and surveyed the area to find the people responsible. Peter was surprised to find one man wearing yellow and brown in the middle of the room firing something from his hands. Peter crawled carefully closer and saw that there was a weapon on each arm that was firing, what seemed to be pulses that destroyed parts on the building. When Peter looked around he saw that there were still people inside that needed his help so without a second thought he jumped down to confront the man.

"Hey there buddy. You know you can take money out of a bank without destroying it?" Peter shouted to get the strange man's attention. To his success, he stopped and turned around surprised to see someone who hadn't ran out of the building the moment he started to destroy it.

Under his mask, he was surprised to find teenager in a red and blue costume with a black web pattern across it and a black spider symbol on the front. He then narrowed his eyes as he didn't take the kid seriously. "Get outta here kid before ya get hurt. This is grown up stuff." He turned around and proceeded to continue destroying the building. Before he could fire again, he was hit in the back of the head with a web ball that made him stumble forwards.

"For a 'grown up' you are pretty slow. See, I am a superhero and as a superhero I am required to take you down. Don't blame me, blame the superhero club rules." He man in yellow and brown turned around and looked at the kid in anger. Does this kid not know what he could do with his gauntlets? He was about to find out.

"You wanna mess with me kid, then fine. I've just got these things and I won't let anyone like you stand in my way!" Trey fired his gauntlets with the intent of showing the kid who is boss. But to his surprise, he just dodged by taking a few steps to the left. He then fired another gob of webbing at his eyes temporarily blinding Williams.

"Terrible aim; how did you even get this job?" Peter said taking a step closer to Williams. Williams was surprised that someone managed to dodge his blast so he fired again at Peter hoping to hit him. He missed again as Peter kept dodging by flipping and bouncing around. "Did you put on a duvet and said 'Hey I look like a super villain, let's go rob a bank because no one will recognise me' or was it something different." Trey kept firing at Peter getting annoyed that he wasn't hitting him.

"Who are you and how do you keep dodging my blasts?" Trey shouted getting more and more annoyed as time went on. Trey was supposed to be unstoppable with the suit and weapons so why wasn't this kid going down.

"Dude, I am Spider-Man. And how I keep dodging your blast is cos you're a moron," Peter retorted as he bounced from one wall coming closer to Trey. He flipped over another blast and was within a foot of the strange man. Peter then tried to punch the man but he ducked under it and countered with his own upper cut. Peter leaned his head back and did a backflip and kicking the man in the process. Trey stumbled back at how a kid managed to kick him like that. There was also the power behind the kick, for someone Spider-Man's size, he sure had some strength.

"Hey!" Peter called out to Williams who looked up at Peter with bloodshot eyes. "I told you my name but didn't tell me yours. How rude is that."

Trey narrowed his eyes and lifted his arms again ready to fire. "You won't live long enough to know my name!" He then fired again trying to really kill Peter as he was running on his last straw.

"Have you been at this long, cos you got the villain speech down but you left the house without a name? Guess I will have to come up with one." Peter said as he continued to dodge the blasts. Unfortunately the last one hit him sending him flying back into a wall. He wasn't dead, thanks to his durability, but now he knew how strong one of those blast were.

"URH, what did I say?" Peter got up and but found that the hit had taken a lot out of him. He barely had time to register his spider-sense going off as he had to dodge another blast. "Just thought of a name for you. How do you like Quiltman? No, I can do better. OH, how about The Incredible Duvet? Still a no, then do you like Bedman? Seriously dude, give me something." Peter quipped as he kept dodging and getting closer to the madman.

"AAAARRRRRRRRR!" Trey shouted getting more angry as time went on. One of the blast missed Spider-Man and destroyed part of a wall that lead to the street where news vans arrived and were in the process of showing what was going on. When the smoke cleared from the destroyed wall they saw two figures inside. One was dressed in yellow and brown who was trying to destroy the place and the other was in red and blue dodging the blasts from the gauntlets.

The reporter's saw this person and found him to be bouncing off the walls and were mystified as to who this was. They had never seen him before and could he be another super villain or superhero? They didn't know but the cameramen continued filming what was going on in there and to see what was happening.

Peter having dodge more of Williams blasts, took note of his gauntlets and the noise they emitted after being fired. "Hey, I got the perfect name for you. How do you like 'The Shocker'? You kindda look useless and I think I we have fought for long enough." Peter shot a web line out and swung on it coming closer to Williams. He raised his legs and once close enough, he kicked him in the chest.

Williams flew in the air for a bit crashing into the cashier's windows. Peter wasted no time and landed next to Williams. He then gave him a solid punch that knocked him instantly and web him up. Peter then flung him over his shoulder and proceeded to leave the building through one of the holes in the place. He looked around the bank and saw that it took quite a bit of damage but was still standing.

Once he got outside he set Williams down and webbed him to the floor. He was then flooded with reporters asking him who he was and where did he come from. Peter was looking around and saw the sea of reporters that had arrived during his fight and was overwhelmed. This was the first time the media wanted his opinion and not mistreat him or call him a criminal. He froze up not knowing what to do so he did the first thing that came to mind.

"I'm Spider-Man!" he shouted and shot a web line at building as he swung away from the scene and reporters. _'Cat's outta the bag now Pete.'_

* * *

**Unknown location**

Norman Osborn was busy in his lab when he heard that someone was destroying a bank. He didn't care which bank at this point as if it was going to be destroyed, then there was nothing of value there. He would probably look into it later after he had completed his current project. He was smiling to himself when he thought about his project. It was going to launch him to number one. He will no longer have a boss to answer to but that was still way off. He needed to buy his time, understand what is going on and how to beat everybody.

"Who's this guy in red and blue? He ain't Superman but he got some moves." His co-workers were busy watching the news that had just arrived Williams' location but was being stopped by someone. With all the hero's in this new world it must have been one of them but what was said next caught his attention: "Was that a web?" Norman turned around immediately and looked at the television that was on the news. He couldn't believe what he was seeing. The sight was all too familiar to be a coincident. When he came out he said his name was Spider-Man and swung off.

Norman wide-eyed left the co-workers and found a quiet place to think.

"He's here. He had to be here when I was given something wonderful but he had to be here. Will I ever be free of him? No, I'm thinking about this all wrong. Fate has given me something wonderful, something worth cherishing. Something unique. He is fated to die at my hands that is why he was bought here. I have to look over his dead body. I was chosen to win. HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA"

"But I have to be smart, I can't fight him now. He would probably win and would humiliate me again. Not here, I won't be humiliated again and I will kill him. But first, I need to finish it. I need to become strong again. And when we fight, it will be the fight of the century. HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA"

Norman fixed himself up and went back outside to get back to work. _'Let the gauntlet begin. I will assure you Peter, you will not win.' _He smiled as he got back to his work station. He was about to get back to work before he was interrupted.

"The boss wants speak to you." One of the guards said and he walked off. Norman's smile faltered as he knew it was not going to be good news. Not after what happened on the news.

* * *

**And that's that chapter. What do you think. Write it in your reviews.**


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